Replacing Resigning Officers

[Guest Ken Peterson]

When the president and vice-president resign effective immediately during a meeting, and the bylaws are silent about who presides in their absence, how does a meeting continue?

 

May remaining board members vote immediately to elect a new president and vice-president when the bylaws require that nominations be made at one meeting and an election held at a subsequent meeting? The specific provision is: 

 

Vacancy of Office. A vacancy in any office, for any reason, may be filled by the Board with an election in a regular meeting following nominations from the Directors present. The person will be elected to serve the unexpired portion of the term.

 

What happens if such an immediate election occurs and those elected assume office, in apparent derogation of the bylaw provision?

[Kim Goldsworthy]

Q1. When the president and vice-president resign effective immediately during a meeting,

and the bylaws are silent about who presides in their absence,

how does a meeting continue?

 

Q2. May remaining board members vote immediately to elect a new president and vice-president

when the bylaws require that nominations be made at one meeting

and an election held at a subsequent meeting?

The specific provision is: 

Vacancy of Office. A vacancy in any office, for any reason, may be filled by the Board with an election in a regular meeting following nominations from the Directors present. The person will be elected to serve the unexpired portion of the term.

 

Q3. What happens if such an immediate election occurs and those elected assume office,

in apparent derogation of the bylaw provision?

#1. Anyone may preside. The secretary conducts an election of a CHAIR PRO TEM (temporary presiding officer).

 

#2. You have a customized rule (see your "vacancy in office"). I can interpret that rule in more than one way. So I will leave that interpretation to you. Or to others.

 

#3. I don't see any barrier, or any harm, from obeying your vacancy rule, and living with its result(s). -- Hold a regular meeting. Perform nominations from among the pool of directors present (!?). Hold an election right then. You will have obeyed your vacancy rule.

[Richard Brown]

May remaining board members vote immediately to elect a new president and vice-president when the bylaws require that nominations be made at one meeting and an election held at a subsequent meeting? The specific provision is: 

 

Vacancy of Office. A vacancy in any office, for any reason, may be filled by the Board with an election in a regular meeting following nominations from the Directors present. The person will be elected to serve the unexpired portion of the term.

 

#2. You have a customized rule (see your "vacancy in office"). I can interpret that rule in more than one way. So I will leave that interpretation to you. Or to others.

 

#3. I don't see any barrier, or any harm, from obeying your vacancy rule, and living with its result(s). -- Hold a regular meeting. Perform nominations from among the pool of directors present (!?). Hold an election right then. You will have obeyed your vacancy rule.

 

I believe that Mr. Peterson is interpreting the quoted bylaw provision to mean that nominations must occur at one meeting and that the election cannot occur until the following meeting.

 

However, I agree with Mr. Goldsworthy:  I don't believe that's what the quoted bylaw provision actually says.  I see no requirement that the process take two meetings to complete.  Elections will take place at a regular meeting following nominations.  I don't see any requirement that the nominations take place at the previous (or any previous) meeting.

 

I agree that this is a matter of interpreting the bylaws, which the organization itself has the ultimate responsibility of doing.

[Dan Honemann]

I believe that Mr. Peterson is interpreting the quoted bylaw provision to mean that nominations must occur at one meeting and that the election cannot occur until the following meeting.

 

However, I agree with Mr. Goldsworthy:  I don't believe that's what the quoted bylaw provision actually says.  I see no requirement that the process take two meetings to complete.  Elections will take place at a regular meeting following nominations.  I don't see any requirement that the nominations take place at the previous (or any previous) meeting.

 

I agree that this is a matter of interpreting the bylaws, which the organization itself has the ultimate responsibility of doing.

 

Keeping in mind, of course, that RONR (11th ed.) provides, on page 575. that "Unless the bylaws clearly provide otherwise, notice of filling a vacancy in office must always be given to the members of the body that will elect the person to fill it."